8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 18, 2016

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its

charter)

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35‑1542018

(I.R.S. Employer

Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number,

Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events.

Proposal to Purchase Emmis

On August 18, 2016, the Board of Directors of Emmis Communications Corporation (the “Company”) received a letter (the “Proposal Letter”) from E Acquisition Corporation (“EAC”), an Indiana corporation currently owned by Jeffrey H. Smulyan, the Company’s Chairman of the Board, Chief Executive Officer and controlling shareholder, and also expected to be owned by certain directors, officers, and other shareholders of the Company, setting forth a non-binding proposal by which EAC (the “Proposing Person”), would acquire all the outstanding shares of Class A Common Stock of the Company that are not owned by the Proposing Person at a cash purchase price of $4.10 per share (the “Proposal”). The Proposal contemplates that, following the closing of the proposed transaction, the Company’s shares would no longer be registered with the Securities Exchange Commission and the Company would no longer be a reporting company or have any public shares traded on Nasdaq. A copy of the Proposal Letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company’s Board of Directors has formed a special committee of independent and disinterested directors (the “Special Committee”) to review and evaluate the Proposal. The members of the Special Committee are Susan Bayh and Peter Lund. The Special Committee will engage independent legal counsel and independent financial advisors to assist the Special Committee in the evaluation of the Proposal.

No assurance can be given that an agreement on terms satisfactory to the Special Committee or the Board of Directors will result from the Proposal or that any transaction will be completed.

Strategic Alternatives for Certain Assets and Debt Agreement Amendments

The Proposal also proposes amendments to the terms of certain of Emmis’s outstanding debt, and it indicates that, if a transaction is consummated, the Proposing Person intends to reduce Emmis’s indebtedness by selling certain non-core assets of the business. Accordingly, the Board of Directors has directed management to pursue strategic alternatives for certain non-core assets, including the Company’s publishing division (other than Indianapolis Monthly magazine), WLIB-AM (New York, New York) and the Company’s radio stations in Terre Haute, Indiana. The Company also is discussing amendments to its 2014 Credit Agreement with its lenders. No assurances can be given that any transactions will result from these efforts or that any amendment will be completed with the lenders.

Note to this Form 8-K: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•general economic and business conditions;

•fluctuations in the demand for advertising and demand for different types of advertising media;

•our ability to service our outstanding debt;

•competition from new or different media and technologies;

•loss of key personnel;

•increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate

to more directly compete with a station we operate in the same market;

•our ability to attract and secure programming, on-air talent, writers and photographers;

•inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons

generally beyond our control;

•increases in the costs of programming, including on-air talent;

•fluctuations in the market price of publicly traded or other securities;

•new or changing regulations of the Federal Communications Commission or other governmental agencies;

•enforcement of rules and regulations of governmental and other entities to which the Company is subject;

•changes in radio audience measurement methodologies;

•war, terrorist acts or political instability; and

•other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

ITEM 9.01	Financial Statements and Exhibits.
(d) Exhibits
99.1	Letter from E Acquisition Corp. to the Company's Board of Directors dated August 18, 2016.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMMIS COMMUNICATIONS CORPORATION
Date: August 18, 2016
	By:	/s/ J. Scott Enright
		J. Scott Enright, Executive Vice President,
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

August 18, 2016

The Board of Directors
Emmis Communications Corporation
One Emmis Plaza
40 Monument Circle, Suite 700
Indianapolis, IN 46204

Lady and Gentlemen,

E Acquisition Corporation, an Indiana corporation to be owned principally by me, and, I expect, also by certain officers, directors and other shareholders of Emmis (“Purchaser”), is pleased to offer to acquire, all of the outstanding shares of Class A Common Stock of Emmis Communications Corporation (“Emmis”) that are not beneficially owned by me or certain rollover investors at a cash purchase price of $4.10 per share. I currently beneficially own shares of Emmis’s Class A Common Stock and Class B Common Stock representing approximately 52% of the total voting power of Emmis’s Common Stock, with such shares representing approximately 13% of the total voting power in connection with a going private transaction in which I participate.

We believe that this offer is fair to and in the best interest of Emmis and its various constituencies, including its public shareholders. This offer represents premiums of approximately 25% and 3% over the 90-day volume weighted average closing price and closing price of Emmis’s Class A Common Stock on August 17, 2016. Moreover, in light of the limited trading market and institutional investor interest in the Common Stock, and the lack of significant analyst coverage, we believe the proposed transaction represents a particularly attractive liquidity opportunity for the company’s public shareholders.

We intend to invite a small group of rollover investors, which we expect will include certain other officers and directors of Emmis and a limited number of other accredited investors, to join in the offer as proposed by acquiring equity interests in the Purchaser.

There is no financing contingency to this proposal, as we have obtained a committed acquisition facility from an affiliate of Falcon Investment Advisors, LLC.

Upon the completion of this transaction, Emmis would no longer be a reporting company registered with the Securities and Exchange Commission and would no longer have any public shareholders with stock traded on Nasdaq. In addition, we intend to attempt to reduce Emmis’s indebtedness by selling certain non-core assets of the business. Accordingly, we will be exploring strategic alternatives for Emmis’s publishing division (other than Indianapolis Monthly magazine), WLIB-AM (New York, New York) and its radio stations in Terre Haute, Indiana.

The offer is subject to (i) completion of due diligence by the financing sources, (ii) negotiation and execution of definitive financing and transaction documentation satisfactory to Purchaser and to Emmis, (iii) receipt of certain amendments to Emmis’s existing debt, (iv) absence of a material adverse change with respect to Emmis, and (v) receipt of all necessary governmental regulatory approvals, which we currently expect will be limited to FCC approvals and, if applicable, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Exhibit 99.1

We intend to structure the transaction so that it will also have to be approved by the vote of Emmis’s shareholders that the company’s articles of incorporation require for a going-private transaction in which I participate.

We expect that the Board of Directors of Emmis will form a special committee of independent directors to consider this proposal on behalf of Emmis’s public shareholders and to recommend to the Board of Directors whether to approve the proposal and recommend it to the Class A shareholders. I will vote in favor of that delegation of authority. I also will encourage the special committee to retain its own independent financial advisor and legal counsel to assist in its review. We would welcome the opportunity to present the proposal to the special committee as soon as possible, including a more detailed discussion of the structure of the contemplated transaction which we currently expect will be a merger.

In considering the offer, you should know that I am interested only in acquiring the publicly held shares of Emmis and, in my capacity as shareholder of Emmis, I will not agree to any other transaction involving Emmis or my shares of Emmis. You should also know that we intend to request, in the initial discussions with the special committee and its advisors, that the special committee approve and recommend to the Board of Directors that Emmis be authorized to pay all transaction related expenses incurred in connection with developing this offer and negotiating definitive terms and conditions of same, whether or not a transaction is consummated and that we do not intend to pursue this transaction without such authorization.

We expect to make appropriate filings on Schedule 13D disclosing this proposal promptly after delivery of this letter.

This letter is not intended to create or constitute any legally binding obligation, liability or commitment by Purchaser regarding the proposed transaction and there will be no legally binding contract or agreement between Emmis and Purchaser unless and until a definitive agreement is executed.

Our entire team looks forward to discussing with the special committee and its financial advisor and legal counsel to complete a mutually acceptable transaction. Should you have any questions, please contact us.

This proposal will remain open for the Board’s consideration until September 16, 2016, at which point it will expire without any further action.

Very truly yours,

/s/ Jeffrey H. Smulyan

Jeffrey H. Smulyan, President

E Acquisition Corporation